For the financial year ended March 31, 2014, the Company has suffered a
net loss after tax of Rs. 33.52 Crores as against a net profit after
tax of Rs. 9.37 Crores for the financial year ended March 31, 2013.
Their is a loss during the year under review as there were returns of
software goods which the company had sold on approval basis during the
FY 2012-13. On consolidated basis, revenue from operations for the
financial year 2013-14 amounted to Rs. 24,601.56 lacs (Rs. 33,039.99
lacs in 2012-13).

DIVIDEND

In view of the loss suffered in your Company no dividend is recommended
for the year ended March 31, 2014.

In terms of the General Circular No.2/2011 dated February 8, 2011,
issued by Ministry of Corporate Affairs, Government of India, under
Section 129 of the Companies Act, 2013, granting general exemption to
companies from attaching financial statements of subsidiaries, subject
to fulfillment of conditions stated in the circular, Financial
statement of the subsidiary is not attached to the Balance sheet of the
Company. The Company will make available the Annual Accounts of the
subsidiary to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary will also be
kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiaries are prepared in accordance with Accounting Standard AS-21
on ''Consolidated Financial Statements'', as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditor''s Report thereon forms part of the Annual Report
of the Company.

PUBLIC DEPOSITS

The Company has not invited/ accepted any fixed deposits from public
during the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were
kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as
the said amount was to be deployed in terms of INFORMATION MEMORANDUM
of the GDR issue. During the F.Y. 2008-09, Banco Efisa, the Bank in
Portugal, wrongly debited an amount of USD 8,883,210.75 out of the
balance lying in the Company''s Account with the Bank. The Company has
denied and disputed this debit and had initiated legal action under
criminal jurisprudence of Portuguese Law. During the criminal
investigation, several new facts/documents have come to our knowledge
and based on the evaluation of new facts/documents by Barristers,
Senior Advocates and investigation carried out of in India, London and
Portugal; your Company has initiated a strong civil action for recovery
of USD 8,883,210.75, alongwith interest, against Banco Efisa and its
Holding Company, wherein our Portuguese advocates confirm that the
chances of recovery are very high.

BOARD OF DIRECTORS

Mr. S.N. Sharma, Independent Director, Mr. Adesh Jain, Independent
Director, and Mr. Anil Jindal, Independent Director, on the Board of
your Company, due to their pre-occupation resigned from the
Directorship of the Company w.e.f14th November 2013, 29th May, 2014 and
2nd June, 2014 respectively.The Board of Directors of your Company
sincerely appreciates the valuable services rendered by the Directors
of your Company.

Mr. Brahm Dutt Sharma and Mr. Manoj Kumar Jain had been appointed as
Additional Directors of the Company in the Board Meeting held on 2nd
June, 2014. As per the provisions of Section 161 of the Companies Act,
2013, they hold office upto the date of the forthcoming Annual General
Meeting of the Company, and are eligible for appointment as Independent
Directors. The Company has received notice under Section 160 of the
Act, proposing their appointments as Director of the Company.
Resolutions seeking approval of the shareholders for the appointment of
Mr. BrahmDutt Sharma and Mr. Manoj Kumar Jain as Independent Directors
of the Company have been incorporated in the Notice of the forthcoming
Annual General Meeting along with brief details about them.

Mr. Karun Jain, Executive Director, DIN No. 00077035, due to
pre-occupation had tendered his resignation. The board of directors in
their meeting held on 11/11/2014 had accepted his resignation. Mr. Jain
will be relieved from his duties with effect from 14/01/2015.

Ms. Honey Sharma, Company Secretary and Compliance officer of the
Company had joined on 2nd January 2014 and resigned w.e.f. 1st May
2014. The Board in its meeting held on 2nd June 2014 had accepted her
resignation.

Ms. Vrishti Khera, Company Secretary and Compliance officer tendered
her resignation and the Board of Directors had accepted her
resignationw.e.f. 11/11/2014. Your company is in the process of
appointing a Company Secretary.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to be re-appointed as the Statutory Auditors of the Company
to hold the office from the conclusion of this Annual General Meeting
till the conclusion of Twenty-ninth AGM of the company to be held in
the year 2018 (subject to ratification of the appointment by the
members at every AGM) which, if made will be in accordance with section
139 and other applicable provisions of the Companies Act, 2013. Your
Directors recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self Â explanatory
and do not call for further comments.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement,a detailed report
on Corporate Governance and the certificate from the Auditors of the
Company regarding compliance with the conditions of Corporate
Governance are being attached and form part of this Annual Report.The
Company is committed to maintain the highest standards of Corporate
Governance.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to
the sum prescribed under section 217(2A) of the Companies Act, 1956
read with the companies (Particulars of employees) Rules, 1975 as
amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report which includes
detailed review of operation, performance and future outlook of the
Company and its businesses as required under clause 49(IV)(F) of the
listing agreement is enclosed separately in this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled
services, providing solutions to the customers. The operations of your
Company are accordingly not energy intensive. However, adequate
measures are taken to conserve energy and ensure its optimum
consumption by using and purchasing energy-efficient equipments. Your
Company is committed to follow a high standard of environmental
protection and provision of a safe and healthy work place for our
people, customers and visitors. As energy costs comprise a very small
part of our total expenses, the financial impact of these measures is
not material. The company has not imported any technology during the
year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers
and in such endeavor, constantly invests in and undertakes research &
development aimed at improving its solutions. Visesh has a dedicated
business unit for Research & Development which delivers innovative
solutions to clients and also fosters R&D within all business units to
create intellectual property in the form of re-usable components,
frameworks, etc., which help drive greater productivity. The company is
carrying on R and D in multiple forms, but all of these are focused on
better efficiency through continuous improvement in processes, systems
methodologies and capabilities. Your company is committed to provide
I.T. solutions that are innovative and continuously upgraded in keeping
with emerging technology trends by a motivated workforce that includes
R and D group, on time; all the time; resulting in maximizing stake
holder''s value. We have continued to invest in some fundamental
research involving small budget with long term perspective. In order to
excel at new operations and activities VIL stress is on continuous
innovation and research, based on market requirements and customer
expectations.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm the following:

a) In the preparation of annual accounts, the applicable accounting
policies and standards have been followed;

b) The Directors had selected such accounting policies that are
consistently applied and reasonable, made judgment and estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at the end of the financial year and
of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a ''going concern
basis''.

ACKNOWLEDGEMENTS

The Board of Directors acknowledges their deep appreciation to our
customers, vendors, Financial Institutions, Business Associates,
Bankers and all other Stakeholders for their continued co-operation and
support to the Company.

The Board places its special appreciation and values the trust reposed
and faith shown by every shareholder of the Company.

The Board places on record its deep appreciation for the cooperation
extended by Auditors of the Company. Further, the Board wishes to
record its deep gratitude to all the members of Visesh family for their
whole hearted support. The Board is also confident that the employees
will continue to contribute their best in the year to come.

For and on Behalf of the Board of Directors

Sd/-
Peeyush Aggarwal
Chairman

Place: New Delhi
Date: 30th November 2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual
Report of Visesh Infotecnics Limited together with the Audited Accounts
of the Company, for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as
follows: -

During the Financial Year 2012-13, the total revenue of the Company
from operations on standalone basis stood at (Rs.) 24,882.95 Lacs as
against (Rs.) 15,473.93 Lacs during the previous year, where as on
consolidated basis the total income from operations for the fiscal Year
ended March, 2013 stood at (Rs.) 33,039.99 Lacs as against (Rs.) 23,928.66
Lacs during the previous year. The total net profit after tax for the
fiscal year ended March 2013 on standalone basis stood at (Rs.) 936.76
Lacs as compared to previous year net profit of (Rs.) 54.25 Lacs, where
as on consolidated basis total net profit after tax for the fiscal year
ended March 2013 stood at (Rs.) 960.42 Lacs as compared to previous year
net profit of (Rs.) 125.25 Lacs.

DIVIDEND

Your Company requires capital to strengthen the business therefore the
Board has decided to plough back the profits achieved during the year
under review into the operations of the Company. Hence no dividend is
recommended for the year ended March 31, 2013.

SHARE CAPITAL

During the Current Year, 5,93,89,515 equity shares of Rs. 10/- each were
allotted to the shareholders of Axis Convergence Pvt. Ltd on 26.09.2012
consequent upon the sanction of Scheme of merger by the Hon''ble High
Court of Delhi vide its order dated 20.07.2012 leading to increase in
Authorized Capital of the Company from Rs. 287.45 Crores to Rs. 343.135
Crores.

Pursuant to the Shareholder''s Resolution passed in the Extra Ordinary
General Meeting of the Company held on 22.02.2013, the Company had
increased its Authorized Capital from Rs. 343.135 Crores to Rs. 377.50
Crores to accommodate issue of Bonus shares. Subsequently, the Company
had allotted 34,31,30,605 Bonus Equity Shares of Re.1/-each (after
subdivision) in the ratio of 1:10 in the Board Meeting held on
11.03.2013.

SUBDIVISION OF SHARES

In order to improve the liquidity of Equity Shares of the Company in
the Stock Markets with higher floating stock in absolute numbers and to
make them more affordable for the small retail investors to invest in
the Company, the Company sub-divided the denomination of its equity
shares in terms of the resolution passed under section 94 (1) (d) of
the Companies Act, 1956 at the Extra Ordinary General Meeting of the
Company held on 21.12.2012. Pursuant to the sub-division of the Equity
shares of the Company, each existing Paid-up Equity Share of the
Company of the nominal value of Rs. 10/-each, stood sub-divided into Ten
Equity shares of nominal value of Re.1/- each fully paid-up, with
effect from the Record Date i.e. 04.01.2013.

BONUS ISSUE

Considering the position of Reserves and Surplus of the Company, your
Directors had pleasure in proposing the issue of shares by way of bonus
shares in the proportion of one new equity share for every ten existing
equity shares held i.e. in the ratio of 1:10 as per the provision for
Capitalization of Reserves in the Articles of Association of the
Company and in compliance with the Chapter IX of SEBI (ICDR)
Regulations, 2009.

In terms of the resolution passed in the Extra Ordinary General Meeting
of the Company held on 22.02.2013, the Company had allotted
34,31,30,605 Bonus Equity shares of the Company in the ratio of 1:10
i.e. 1(One) Bonus Equity Share for every 10 (Ten) Equity Shares held as
on the Record date i.e. 08.03.2013.

Further, an aggregate of 150 (One Hundred and Fifty) new equity shares
of the Company representing fractions in the bonus issue pertaining to
318 shareholders were allotted to ''Visesh Bonus Trust'' for fractional
shareholders, which will be sold at the Stock Exchange at suitable
market price and the net sale proceeds after defraying the expenses of
the sale be distributed to the 318 shareholders entitled to fractional
shares in proportion to their fractional entitlements.

IEPF A/C-INVESTOR EDUCATION & PROTECTION FUND

Your Company had transferred a sum of Rs. 340,597/- being the balance as
standing in the "VISESH INFOTECNICS LIMITED-UNPAID DIVIDEND ACCOUNT"
which had been remained unpaid or unclaimed for the period of seven
years to Investor Education and Protection Fund (IEPF) as established
by the Central Government in accordance with Section 205C of the
Companies Act, 1956. Consequent to which, e-Form 1 INV was filed
respectively with ROC on March 20, 2013.

In terms of the General Circular No.2/2011 dated February 8, 2011,
issued by Ministry of Corporate Affairs, Government of India, under
Section 212(8) of the Companies Act, 1956, granting general exemption
to companies from attaching financial statements of subsidiaries,
subject to fulfillment of conditions stated in the circular, Financial
statement of the subsidiary is not attached to the Balance sheet of the
Company. The Company will make available the Annual Accounts of the
subsidiary to any member of the Company who may be interested in
obtaining the same. The annual accounts of the subsidiary will also be
kept open for inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiaries as prepared in accordance with Accounting Standard AS-21
on ''Consolidated Financial Statements'', as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditor''s Report thereon forms part of the Annual Report
of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act,
1956 read with the Companies (Acceptance of Deposits Rules) 1975, the
Company has not invited/ accepted any fixed deposits from public during
the year under review.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were
kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as
the said amount was to be deployed in terms of INFORMATION MEMORANDUM
of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco
Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance
lying in the Company''s Account with the Bank. The Company has denied
and disputed this debit and had initiated legal action under criminal
jurisprudence of Portuguese Law. During the criminal investigation,
several new facts/documents have come to our knowledge and based on the
evaluation of new facts/documents by Barristers, Senior Advocates and
investigation carried out of in India, London and Portugal; your
Company has initiated a strong civil action for recovery of USD
8,883,210.75, alongwith interest, against Banco Efisa and its Holding
Company, wherein the Portuguese advocates confirm that the chances of
recovery are very high. A criminal complaint against the conniving
accused for siphoning off the above said amount had been filed and the
matter is presently under investigation.

BOARD OF DIRECTORS

During the year, Mr. Anil Jindal had been appointed as an Additional
Director of the Company in the Board Meeting held on 21.01.2013. As per
the provisions of Section 260 of the Companies Act, 1956, he holds
office upto the date of the forthcoming Annual General Meeting of the
Company, and is eligible for appointment as Director. The Company has
received notice under Section 257 of the Act, proposing his appointment
as Director of the Company. Resolutions seeking approval of the Members
for the appointment of Mr. Anil Jindal as Director of the Company have
been incorporated in the Notice of the forthcoming Annual General
Meeting along with brief details about him.

In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Adesh Jain, Director of the
Company retire by rotation from the Board of Director and being
eligible offers himself for re-appointment. The Board has also received
Form DD-A pursuant to the Companies (Disqualification of Directors
under section 274(1)(g) of the Companies Act, 1956) Rules, 2003,
confirming that he is not disqualified under section 274(1)(g) of the
Companies Act, 1956. Your Board recommends his re-appointment in the
ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to be re-appointed which, if made will be in accordance
with section 224 (1B) of the Companies Act, 1956. Your Directors
recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors'' Report are self Â explanatory
and do not call for further comments under Section 217(3) of the
Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of
Corporate Governance. A detailed report on Corporate Governance and the
certificate from the Auditors of the Company regarding compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement are being attached and form part of this Annual
Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to
the sum prescribed under section 217(2A) of the Companies Act, 1956
read with the companies (Particulars of employees) Rules, 1975 as
amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under
clause 49(IV)(F) of the listing agreement is disclosed separately in
this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled
services, providing solutions to the customers. The operations of your
Company are accordingly not energy intensive. However, adequate
measures are taken to conserve energy and ensure its optimum
consumption by using and purchasing energy-efficient equipments. Your
Company is committed to follow a high standard of environmental
protection and provision of a safe and healthy work place for our
people, customers and visitors. As energy costs comprise a very small
part of our total expenses, the financial impact of these measures is
not material. The company has not imported any technology during the
year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers
and in such endeavour, constantly invests in and undertakes research &
development aimed at improving its solutions. Visesh has a dedicated
business unit for Research & Development which delivers innovative
solutions to clients and also fosters R&D within all business units to
create intellectual property in the form of re-usable components,
frameworks, etc., which help drive greater productivity. The company is
carrying on R and D in multiple forms, but all of these are focused on
better efficiency through continuous improvement in processes, systems
methodologies and capabilities. Your company is committed to provide
I.T. solutions that are innovative and continuously upgraded in keeping
with emerging technology trends by a motivated workforce that includes
R and D group, on time; all the time; resulting in maximizing stake
holder''s value. We have continued to invest in some fundamental
research involving small budget with long term perspective. In order to
excel at new operations and activities VIL stress is on continuous
innovation and research, based on market requirements and customer
expectations.

a) In the preparation of annual accounts, the applicable accounting
policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company as at the end of the
financial year 2012-13 and of the profit and loss of the Company for
that period;

c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of this
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) These annual accounts have been prepared on a ''going concern basis''.

ACKNOWLEDGEMENT

We thank our customers, vendors, investors & Bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by our employees at all levels. The Board also
appreciates the confidence reposed by the shareholders in the Company
and its management.

For and on Behalf of the
Board of Directors
Sd/-

Place:New Delhi Peeyush Aggarwal

Date: May 30, 2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Third Annual
Report of Visesh Infotecnics Limited together with the Audited Accounts
of the Company, for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are as
follows: -

(Rs. in lacs)
PARTICULARS 2011-12 2011-12 2010-11

Standalone Consolidated

Income from Operations 15,473.93 23,928.66 17,675.12

Other Income 67.60 67.60 81.79

Total Income 15,541.53 23,996.23 17,756.91

Total Expenditure 13,749.00 13,749.00 16,209.61

PBID & Tax 1,581.75 1,581.75 1,547.30

Interest 307.82 312.49 275.78

Depreciation 1,184.30 1,184.30 1,098.24

Profit before Tax 115.40 192.80 173.28

Provision for Taxation 24.04 30.46 35.00

Deferred Tax 36.43 36.43 27.53

Profit After Tax (PAT) 54.25 125.25 109.54

Profit b/f from previous year 4,139.60 4,139.60 4,030.06

Balance Carried to Balance Sheet 4,193.85 4.264.84 4,139.60

Paid up Equity Share Capital 12,313.06 12,313.06 6,374.11

Reserve & Surplus 12,359.29 12,838.71 12,122.26

RESULTS OF OPERATIONS

During the Financial Year 2011-12, the total revenue of the Company
from operations stood at (Rs.) 15,473.93 Lacs as against (Rs.) 17,675.12
Lacs during the previous year. However, on consolidated basis, the
total income from operations for the fiscal year ended March 2012 stood
at (Rs.) 23,928.66 lacs. The consolidated figures for the current year
represent the operations of the Company including the operations of
erstwhile transferor Company whereas the figures of the previous year
represent figures relating to the operations of the Transferee Company
only. To this extent the figures for the current year are not
comparable with the figures of the previous year.

DIVIDEND

Due to inadequacy of profits during the year under review, the Board of
Directors have decided not to recommend any dividend for the year ended
March 31, 2012.

SUBSIDIARY

By virtue of merger of Axis Convergence Pvt. Ltd. with the Company, M/s
Axis Convergence Inc, Mauritius and M/s Greenwire Network Ltd.,
Hongkong become Subsidiary Companies of your Company. The Company has
another subsidiary namely, M/s Opentec Thai Network Specialists
Ltd.(OTNS) based in Thailand. As per the provisions of Section 212(8)
of the Companies Act, 1956, Companies are exempted from attaching
financial statements of its subsidiaries, subject to fulfillment of
conditions stated in the circular, Financial statement of the
subsidiary is not attached to the Balance sheet of the Company. The
Company will make available the Annual Accounts of the subsidiary to
any member of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiary will also be kept open for
inspection at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As required by clause 41 of the Listing Agreement with the Stock
Exchanges, Consolidated Financial Statements of the Company and its
subsidiaries as prepared in accordance with Accounting Standard AS-21
on 'Consolidated Financial Statements', as issued by the Institute of
Chartered Accountants of India, is attached herewith and the same
together with Auditor's Report thereon forms part of the Annual Report
of the Company.

PUBLIC DEPOSITS

In terms of the provisions of section 58A or 58AA of the Companies Act,
1956 read with the Companies (Acceptance of Deposits Rules) 1975, the
Company has not invited/ accepted any fixed deposits from public during
the year under review.

PREFERENTIAL ISSUE

In terms of the resolution passed under section 81(1A) of the Companies
Act, 1956 at the Extra Ordinary General Meeting of the Company held on
03.09.2010, the Board had allotted 22,00,00,000 convertible warrants to
the Promoter & Non-Promoter group on preferential basis with an option
to convert such warrants into equal number of equity shares of (Rs.) 10/-
each at a price of (Rs.) 10/- per warrant. Consequent to receipt of all
consideration money and request of conversion of said warrants from all
applicants, the Company in its Board Meeting held on 28.04.2012
allotted 22,00,00,000 equity shares of (Rs.) 10/- each to the promoters
and non promoters group.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were
kept in fixed deposit account with Banco Efisa, Lisbon, Portugal, as
the said amount was to be deployed in terms of INFORMATION MEMORANDUM
of the GDR issue. During the F.Y. 2008-09, the Bank in Portugal, Banco
Efisa wrongly debited an amount of USD 8,883,210.75 out of the balance
lying in the Company's Account with the Bank. The Company has denied
and disputed this debit and had initiated legal action under criminal
jurisprudence of Portuguese Law. During the criminal investigation,
several new facts/documents have come to our knowledge and based on the
evaluation of new facts/documents by Barristers, Senior Advocates and
investigation carried out of in India, London and Portugal; your
Company has initiated a strong civil action for recovery of USD
8,883,210.75, alongwith interest, against Banco Efisa and its Holding
Company, wherein the Portuguese advocates confirm that the chances of
recovery are very high. A criminal complaint against the conniving
accused for siphoning off the above said amount had been filed and the
matter is presently under investigation.

MERGERS & ACQUISITIONS

During the year under review, the Company had filed an application u/s
391 to 394 of Companies Act, 1956 before the Hon'ble High Court of
Delhi for the merger of M/s. Axis Convergence Pvt. Ltd. with the
Company. Hon'ble High Court of New Delhi vide its order dated 20th
July, 2012, has approved the Scheme of Amalgamation.

BOARD OF DIRECTORS

There was no change in the composition of the Board of Directors of the
Company during the year under review. In accordance with the
provisions of the Companies Act, 1956 and Articles of Association of
the Company, Mr. Peeyush Aggarwal and Mr. Sunil Kumar Jain retire from
office by rotation, and being eligible, offer themselves for
reappointment. The Board has also received Form DD A pursuant to the
Companies (Disqualification of Directors under section 274(1)(g) of the
Companies Act, 1956) Rules, 2003, confirming that they are not
disqualified under section 274(1)(g) of the Companies Act, 1956. Your
Board recommends their reappointment for approval of shareholders in
the ensuing Annual General Meeting.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to be re-appointed which, if made will be in accordance
with section 224 (1B) of the Companies Act, 1956. Yours Directors
recommend their reappointment.

AUDITORS REPORT

The observations made in the Auditors' Report are self explanatory and
do not call for further comments under Section 217(3) of the Companies
Act, 1956.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of
Corporate Governance. A detailed report on Corporate Governance and the
certificate from the Auditors of the Company regarding compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement are being attached and form part of this Annual
Report.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to
the sum prescribed under section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of employees) Rules, 1975 as
amended.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under
clause 49(IV)(F) of the listing agreement is disclosed separately in
this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is mainly engaged in the business of IT and IT enabled
services, providing solutions to the customers. The operations of your
Company are accordingly not energy intensive. However, adequate
measures are taken to conserve energy and ensure its optimum
consumption by using and purchasing energy-efficient equipments. Your
Company is committed to follow a high standard of environmental
protection and provision of a safe and healthy work place for our
people, customers and visitors. As energy costs comprise a very small
part of our total expenses, the financial impact of these measures is
not material. The company has not imported any technology during the
year under review.

RESEARCH & DEVELOPMENT

Your Company strives to deliver high quality services to its customers
and in such endeavour, constantly invests in and undertakes research &
development aimed at improving its solutions. Visesh has a dedicated
business unit for Research & Development which delivers innovative
solutions to clients and also fosters R&D within all business units to
create intellectual property in the form of re-usable components,
frameworks, etc., which help drive greater productivity. The company is
carrying on R&D in multiple forms, but all of these are focused on
better efficiency through continuous improvement in processes, systems
methodologies and capabilities. Your company is committed to provide
I.T. solutions that are innovative and continuously upgraded in keeping
with emerging technology trends by a motivated workforce that includes
R&D group, resulting in maximizing stakeholder's value. We have
continued to invest in some fundamental research involving small budget
with long term perspective. In order to excel at new operations and
activities VIL stress is on continuous innovation and research, based
on market requirements and customer expectations.

a) In the preparation of annual accounts, the applicable accounting
policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company as at the end of the
financial year 2011-2012 and of the profit and loss of the Company for
that period;

c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of this
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) These annual accounts have been prepared on a 'going concern
basis'.

ACKNOWLEDGEMENT

The Board records its appreciation for the support which the Company
has received from its investors, bankers, customers, vendors,
government organizations and employees. The Board also appreciates the
confidence reposed by the shareholders in the Company and its
management.

For and on Behalf of the Board of Directors

Sd/-

Place : New Delhi Peeyush Aggarwal

Date: 3rd September, 2012 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Twenty First Annual
Report of Visesh Infotecnics Limited together with the Audited
Statement of Accounts of the Company, for the year ended 31st March,
2010.

FINANCIAL RESULTS

The Financial Results of the Company for the period under review are
as follows: -

(Rs. in lacs)

PARTICULARS 2009-10 2008-09

Income from Operations 12,463.74 10,528.64

Other Income 41.42 157.01

Total Income 12,505.16 11,685.65

Total Expenditure 10,998.48 9,190.74

PBID & Tax 1,506.68 1,494.91

Interest 368.25 359.03

Depreciation 947.93 851.93

Profit before Tax 190.50 283.95

Provision for Taxation 29.00 44.50

Deferred Tax 35.55 59.29

Profit After Tax (PAT) 125.95 180.16

Profit b/f from previous year 3,863.30 3,616.81

Balance Carried to Balance Sheet 4,030.05 3,863.30

Paid up Equity Share Capital 4,258.22 3,629.22

Reserve & Surplus 10,981.75 10,815.00

RESULTS OF OPERATIONS

During the year under review the total revenue of the company from
operations stood at Rs. 12463.74 lacs as against the previous years
revenue of Rs. 10528.64 Lacs. The total net profit for the fiscal
years ended March 2010 stood at Rs. 125.95 Lacs as against the
previous years total net profit of Rs. 180.16 Lacs.

DIVIDEND

Your company needs capital for its expansion and diversification plans
therefore the Board has decided to plough back the profits achieved
during the year under review into the operations of the company. Hence
no dividend is recommended for the year ended 31 March 2010.

BOARD OF DIRECTORS

Mr. Adesh Jain, Director, is liable to retire by rotation and being
eligible offers himself for re-appointment. The Board has also received
Form DD-A pursuant to the Companies (Disqualification of Directors
under section 274(1)(g) of the Companies Act, 1956) Rules, 2003,
confirming that he is not disqualified under section 274(1)(g) of the
Companies Act, 1956. Your Board recommends his re-appointment.

Mr. Man Mohan Gupta is an Independent Director. He has been appointed
as an additional Director of the company on 22.07.2010. As per the
provisions of Section 260 of the Companies Act, 1956, he holds office
only up to the date of the forthcoming Annual General Meeting of the
Company, and is eligible for appointment as Director. The Company has
received notice under Section 257 of the Act, proposing his appointment
as Director of the Company. Resolution seeking approval of the Members
for the appointment of Mr. Man Mohan Gupta as Director of the Company
has been incorporated in the Notice of the forthcoming Annual General
Meeting along with brief details about him.

Mr. Sanjiv Bhavnani, ceased to be the MD & CEO as well as director of
the company and Mr. Rajinder Singh ceased to be the Directors of the
Company under section 283 of the Companies Act 1956 w.e.f 2nd September
2009.

PREFERENTIAL ISSUE

In terms of the resolution passed under section 81 (1A) of the
Companies Act, 1956 at the Extra Ordinary General Meeting of the
Company held on 29.06.2009, the Board had allotted 68,00,000
convertible warrants with an option to convert such warrants into equal
number of equity shares of Rs. 10 each at a price of Rs.10 per warrant,
in the Board meeting held on 19.08.2009 on preferential basis. Out of
the total warrants so issued 6300000 warrants (3500000 warrants
allotted to Mr. Peeyush Aggarwal and 2800000 warrants allotted to
Pataliputra International Limited) were converted into equal number of
equity shares on 18.03.2010 and the balance 500000 warrants held with
Mr. Peeyush Aggarwal converted into equal number of equity shares on
17.04.2010.

Further the Board of Directors in its meeting held on 03.08.2010
decided to issue 22 Crores Convertible warrants to Promoter and Non
Promoter Group. For the purpose of seeking approval of the members of
the company under section 81(1A) of the Companies Act, 1956, Extra
Ordinary General meeting of the Company is scheduled to be held on
03.09.2010.

GDR ISSUE

The funds raised by the Company from GDR issue during F.Y. 2007-08 were
kept in fixed deposit account with Banco Efisa, Lisbon, Portugal as the
said amount was to be deployed in terms of INFORMATION MEMORANDUM of
the GDR issue. During the F.Y. 2008-09 Banco Efisa wronglly adjusted an
amount of USD 8,883,210.75 out of the balance lying in the Companys
Account with the Bank. The Company has denied and disputed this debit
and had initiated legal action under criminal jurisprudence of
Portuguese Law, against Banco Efisa and other conniving accused, for
siphoning of GDR funds, which were lying in the companys account
maintained with Banco Efisa, and is pending investigation before DIAP,
in Portugal. Based on the legal opinion from barristers, senior
advocates and financial experts in India, London and Portugal, who are
of the view that your company should pursue this case strongly; in
addition to the criminal case, your company is also planning to
initiate civil action at various forums.Ã

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The registered office of the company has been shifted from 8E, Vandana
Building, 11 Tolstoy Marg, Connaught Place, New Delhi-110001 to 508,
Arunachal Building, 19 Barakhamba Road, New Delhi-110001, w.e.f. 30th
June 2010.

APPOINTMENT OF STATUTORY AUDITORS

M/s RMA & Associates, Chartered Accountants, Delhi, retire at the
ensuing Annual General Meeting and have confirmed their eligibility and
willingness to be re-appointed which, if made will be in accordance
with section 224 (1B) of the Companies Act, 1956. Your Directors
recommend their re-appointment.

AUDITORS REPORT

In respect of the Auditors Report, relevant notes forming part of the
accounts and referred therein are self Ã explanatory.

HUMAN RESOURCE AND DEVELOPMENT

To keep ourselves abreast with time and technology we believe in
creating teams of competent and committed people across all business
functions and levels. We consider the quality of our human resources to
be our most important asset and fosters an environment that encourages
and values diversity and promotes personal and professional development
of employees. We believe that a satisfied employee can actually be the
differentiating factor in the struggle to gain market share, to deliver
customer delight, to innovate product and services and, ultimately, to
deliver a better bottom line. The focused approach towards
organizational structuring enabled us to establish clearer
communication channels and responsibility centers throughout the
organization.

The company administers a comprehensive human resources management
system which includes attracting, developing, and retaining a highly
qualified, continuously learning workforce. We promote thought,
stimulate discussion, diagnose the organizational environment and
develop a sound human resource management strategy for our organization
by providing continuous learning opportunities and training to our
associates.

Your company is privileged to have the right blend of professionals
both in field of technical & other professional areas. Dedication, a
positive attitude, skills and professionalism have always been the
feature of our workforce at all levels of organization.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing company
objectives, projections, estimates may be "forward looking statements
within the meaning of the applicable security laws and regulations.

Actual results could differ materially from those expressed or implied,
depending upon economic conditions, changes in Government regulations
and policies, demand, supply and price conditions, political and
economic developments within and outside the country and various
incidental factors.

The company assumes no responsibility to publicly amend, modify, or
revise any forward looking statements, on the basis of any subsequent
developments, information or events.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate
governance. A detailed report on Corporate Governance and the
certificate from the Auditors of the Company regarding compliance with
the conditions of Corporate Governance as stipulated under Clause 49 of
the Listing Agreement are attached and form part of this Annual Report.

PUBLIC DEPOSITS

Your Company has no fixed deposits. Further it has neither accepted nor
renewed any fixed Deposits during the year under review.

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration aggregating to
the sum prescribed under section 217(2A) of the Companies Act, 1956
read with the companies (Particulars of employees) Rules, 1975 as
amended.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Our operations are not energy intensive. However due care is taken to
reduce energy consumption by using energy efficient equipments. As
energy costs comprise a very small part of our total expenses, the
financial impact of these measures is not material.

The company has not imported any technology during the year under
review.

RESEARCH & DEVELOPMENT

Your company is committed to achieve customer delight through cost
effective and customer centric quality I.T.solutions that are
innovative and continuously upgraded in keeping with emerging
technology trends by a motivated workforce that includes R and D group,
on time: all the time; resulting in maximizing stake holders value.
Companys research is focused on enhancing outcomes that customers
expect from IT as well as in Business. The company is carrying on R and
D in multiple forms, but all of these are focused on better
productivity through continuous improvement in processes, systems
methodologies and capabilities. The company has been exerting itself in
expanding the existing frameworks to incorporate evolving
specifications and standards.

The Company is putting consistent efforts on research and development
activities. In order to excel at new operations and activities. VIL
stress is on continuous innovation and research, based on market
requirements and customer expectations. Your Company leverages its
excellence in leading-edge solutions provider to continually enhance
itself to additional complexity on account of technology growth &
change.

a) In the preparation of annual accounts, the applicable accounting
policies and standards have been followed;

b) The accounting policies are consistently applied and reasonable,
prudent judgment and estimates are made so as to give a true and fair
view of the state of affairs of the Company as at the end of the
financial year ended 31st March, 2010 and of the profit and loss of the
Company for that period;

c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provision of this
Act, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) These annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board records its appreciation for the continued assistance and
cooperation which the Company has received from its bankers, customers,
vendors, government organizations, staff and employees. The Board also
appreciates the confidence reposed by the shareholders in the Company
and its management.